Loading...
HomeMy WebLinkAboutMC Sqauared, LLC, Atmospheres Media & Marketing-08.01.2007 fa,40 ADVERTISING SERVICES AGREEMENT PROPOSAL TO: CITY OF WATERLOO, IA I WASTE MANAGEMENT SERVICES Mark Rice/Superintendent Central-Garage FROM: MC Squared LLC, d/b/a ADMOSPHERES MEDIA & MARKETING Todd McGreevy /President Submitted 06.26.07 Scope of Services: Mc Squared LLC d/b/a AdMospheres Media and Marketing agrees to provide turnkey marketing,sales, brokering&project management services for the purposes of covering approved city owned vehicles and equipment with paid advertising via applied vinyl. Mc Squared LLC d/b/a AdMospheres Media and Marketing handles all billing, receivables,collections and payment to City. Mc Squared LLC d/b/a AdMospheres Media and Marketing handles all vinyl application,repairs and removal of vinyl. City has final approval of all messages and artwork to be applied. City agrees to notify Mc Squared LLC d/b/a AdMospheres Media and Marketing if/when any particular vehicle is out of service for any non-traditional normal period of time. City agrees to keep vehicles wrapped with advertising clean on a regular basis. Revenue Forecast: Mc Squared LLC d/b/a AdMospheres Media and Marketing pays City 40% of all receipts 12X per year. Approx 8 premium revenue generating trucks in fleet Approx 3 moderate revenue generating trucks in fleet Estimated Net Revenues to Waterloo Year 1 = $15K Year 2 = $17K Year 3 = $19K Year 4 = $21 K Year 5 = $23K Length: 5 Years (with two 2 year renewal options, upon renewal AdM pays City 50% of all receipts 12x per year) ADVERTISING SERVICES AGREEMENT ATTACHED BELOW. CITY OF WATERLOO I WASTE MANAGEMENT SERVICES and MC SQUARED LLC D/B/A ADMOSPHERES MEDIA & MARKETING ADVERTISING SERVICES AGREEMENT This Agreement for the provision of the sales and marketing of advertising services on city owned and designated fleet vehicl , including but not limited to "refuse trucks", made on or about this day of gi 7" fe", 2007, is hereby entered into by and between the City of Waterloo, an Iowa municipal corporation (hereinafter referred to as "Waterloo"), and Mc Squared LLC d/b/a AdMospheres Media and Marketing, an Iowa based, for-profit corporation, (hereinafter referred to as "Admospheres"). Waterloo's Waste Management Services office is located at 3505 Easton Avenue, Waterloo, IA 50702. AdMospheres business office is located at 301 East 2nd Street, Davenport, Iowa, 52801. WITNES SETH: WHEREAS, Waterloo desires to have certain marketing, sales, project management and advertising brokering services and/or tasks performed, as hereinafter set forth, requiring specialized skills and other supportive capabilities; and WHEREAS, the technical resources required to provide such services are not available through Waterloo's personnel or facilities; and WHEREAS, AdMospheres is qualified and possesses sufficient skills and the necessary capabilities, including technical and professional expertise, to provide the personnel, equipment and materials, and to perform the services and/or tasks set forth in this Agreement. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance standards contained or referenced herein, Waterloo and AdMospheres agree as follows: ARTICLE I Contract Scope and Terms Waterloo and AdMospheres do hereby agree to the following terms and conditions for this Advertising Services Agreement: 1. Agreement Goals That AdMospheres shall perform such work and accomplish such tasks, as necessary to provide the sales, advertising, and marketing services as described and designated as AdMospheres' responsibilities in their Proposal for said services, dated June 26, 2007 (attached). The provision of these services shall be designed to accomplish the following stated goals: - Enhance perceived and real value of Waterloo's refuse trucks as a unique advertising medium in the Waterloo marketplace; - AdMospheres provide Waterloo turn-key services for: > marketing/ sales of advertising program > creative design /production of advertising artwork > project management of vinyl installation and all required vinyl repair maintenance > invoicing, accounts receivable and reporting > client relations 2. AdMospheres' Scope That AdMospheres accepts responsibility for the following Scope of Services: - Establish a Waterloo Refuse Truck advertising section and online media rate kit at www.admospheres.com - Solicit local, regional, and national clients for refuse truck signage and refuse truck wrap advertising, via mailers, fax, email, website, telephonic, and face-to-face appointments - Cross selling to established AdMospheres' clients - Design client contract forms (with Waterloo input, review, and approval) in digital formats suitable for electronic, telephonic, and print dissemination - Provide customer and liaison services to Waterloo advertising clients - Establish a billing spreadsheet suitable for monitoring advertising contracts, billing, receivables, and commission payments 3. Waterloo's Scope That Waterloo accepts responsibility for the following Scope of Services: - Exclusivity to AdMospheres to market and sell advertising space on all refuse trucks owned and operated by Waterloo. As of this Agreement said truck inventory shall include approximately 11 trucks consisting of the following approximated mix of vehicles: Curbtenders Trucks—8 units Recycler Trucks - 3 - Access to said trucks for purposes of measuring, photographing, and installation of applied vinyl advertising materials. This access will occur in a manner that does not interfere with the necessary use and current schedule on which the truck operate. - Upon request by AdMospheres and mutual agreement, Waterloo will have said truck(s) washed and cleaned for purposes of applying vinyl so that said truck(s) is clean and dry at agreed upon time of vinyl application. - Deployment of said refuse trucks throughout the community of Waterloo consistent with normal and standard refuse collection procedures and schedules. 4. Agreement Duration Both parties agree that the initial duration of this contract is for a period of five (5) calendar years from the date of this contract, unless terminated sooner as provided in Section 7 below. This contract may be renewed utilizing up to two (2) two-year extension options. 5. Compensation Both parties agree that an AdMospheres' and Waterloo's compensation under this Agreement shall be based solely on a revenue share generated from monthly advertising revenue. Actual gross revenue share payments are based on the monthly revenues actually received. AdMospheres' agrees to bill advertising clients on or about the 24th of each month, net 30 days. AdMospheres' agrees to pay Waterloo 40% of all gross revenues received in the previous 30 days on or about the 24th of each month. Upon renewal of this agreement, AdMospheres agrees to increase the payment to Waterloo from 40%to 50% of all gross revenues received in the previous 30 days on or about the 24th of each month. AdMospheres agrees to be solely responsible for all cost and expense of performance as contemplated by this agreement. 6. Disputes Both parties agree that disputes concerning a question of fact arising under the terms of this Agreement shall be resolved by mutual agreement whenever possible. 7. Termination Either party may terminate this Refuse Truck Advertising Services Agreement, in whole or in part, at any time, by the provision of a written notice of termination to the other party, with notice of a ninety (90) day termination for convenience. The notice of termination must state the reason(s) for termination. The determination of outstanding fees and termination costs shall be negotiated between both parties, prior to actual termination of the Agreement. All other causes for termination shall be handled in accordance with the procedures noted under the Terms and Conditions clauses for termination of the contract. 8. Indemnity: AdMospheres agrees to indemnify Waterloo and hold it harmless from and against any and all claim, demands, causes of action, or liability whatsoever for damage or injury to persons or property or otherwise arising from or in connection with the acts or omissions of AdMospheres relating to this agreement. 9. Joint Venture: Nothing in this Agreement shall, or shall be deemed or construed to create or constitute any joint venture, partnership, agency, employment or any other relationship between Waterloo and AdMospheres nor to create any liability for one party with respect to the liabilities or obligations or the other party or any other person. 10. Insurance: During the term of this agreement, AdMospheres will maintain at its own expense combined single limit liability, bodily injury and property damage insurance in the amount of not less than $1,000,000. Certificates or copies of said policies, naming Waterloo as an additional insured, shall be delivered to Waterloo no later than the date of this agreement. A renewal certificate shall be provided to Waterloo prior to expiration of any policy. ARTICLE II Attachments In the event of any conflict between the terms of this agreement and any information or terms set forth in any attachment, the terms of this agreement shall prevail. The following items are provided as attachments to, and therefore become part of this Advertising Services Agreement: I. AdMospheres' Proposal, dated June 26, 2007 2. Fleet Wrap Advertising FAQ's (updated 11.20.06) 3. References 4. Curb Tender Vehicle Fleet Wrap Mock Up Example ARTICLE III Entire Agreement for Garbage Truck Advertising Services Waterloo and AdMospheres understand and agree that this Agreement, including those items cited by reference or attachment, are the complete expression of the terms and conditions of a transaction between said parties, and that any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and become cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. This agreement is binding upon and shall inure to the benefit of the parties and the respective successors and assigns of each. IN WITNESS, WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives, as of the first date written above. We the undersigned do hereby agree to the above terms and conditions: , /c-1-v-7 9/ o9"-- City of Waterloo Date Mc Square L C Date Title: lh c1/4y 0 r d/b/a AdMospher Name: Tim N u-r It Y Media and Marketing Title:B/d M 6r.e.e✓ ' Name: 73r15/70 h'~ (J i i